It's instructor Shannon Runion's task to develop the more patient sides of her young charges. As opening day fast approaches for Poker, Popularity and Peanut Butter, the only cabaret show in town where songs from the SpongeBob SquarePants cartoon get equal billing with Broadway showtunes. All said and done, Runion's small class of 7- to 9-year-old girls will careen through modern musicals, classic hits and student Corie Borgerhoff's version of "Loverly" from My Fair Lady, complete with faux-British accent.

Runion is a journeywoman veteran of five unhappy acting school experiences, including a stint at the University of the Arts in Philadelphia. The sense of creative constriction she got from school led her to lay down only one rule for her class: "I never let kids just imitate a show. It's not an android performance of some starlet." And it's not just musical theater repertoire. Runion's kids change the context of the songs they sing and add skits and dialogue in the true spirit of cabaret.

The result is a creative sandbox workshop where sand castles rise out of the horizon and then get stomped before the next tide rolls in. "Every moment is different," says Runion. "You have to go where they feel like going."

And it takes a lot of energy to keep up. If Runion's guidance stalls for even a moment, her students whirl around her like floating electrons, freed from gravity or stage direction in an impromptu wild dance of shrieking revelry. Great creativity can come from these moments. "We sing through water fights, robot strikes, card games, slumber parties in cafeterias, cruise ships and in elevators with elephants named Edward," says Runion.